Lazar Stuart – ‘SC 13D/A’ on 9/25/03 re: Video City Inc

On:  Thursday, 9/25/03, at 8:56am ET   ·   Accession #:  950124-3-3091   ·   File #:  5-37461

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Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to Schedule 13D                             15     57K 

Document Table of Contents

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                                                      OMB APPROVAL
                                                     ---------------------------
                                                     OMB Number:       3235-0145
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UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D/A

UNDER THE SECURITIES EXCHANGE ACT OF 1934 
(AMENDMENT NO. 2)*

VIDEO CITY, INC.
--------------------------------------------------------------------------------
(Name of Issuer)

COMMON STOCK
--------------------------------------------------------------------------------
(Title of Class of Securities)

 92653W 30 4
--------------------------------------------------------------------------------
(CUSIP Number)

Stuart Lazar, Esq.
 2036 Highsplint Drive
 Rochester Hills, MI 48307
(248) 370-3626
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to 
Receive Notices and Communications) 

September 24, 2003
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement) 

  If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing  
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),   
check the following box. / /                                                    

         NOTE: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits.  See Section 
240.13d-7 for other parties to whom copies are to be sent.            

         *The remainder of this cover page shall be filled out for a reporting
   person's initial filing on this form with respect to the subject class of
   securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.               

   The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange   
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of  
the Act but shall be subject to all other provisions of the Act (however, see   
the Notes).                                                                     

PERSONS WHO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE 
NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID
OMB CONTROL NUMBER. 

SEC 1746 (11-02)                                                                

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CUSIP NO. 92653W 30 4                                                           
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1   NAMES OF REPORTING PERSONS.                                                 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).            

STUART LAZAR                                                            
--------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         
(a) [ ]                                                                 

(b) [ ]                                                                 

--------------------------------------------------------------------------------
3   SEC USE ONLY                                                                

--------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)                                          

PF                                                                      
--------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
    TO ITEMS 2(d) OR 2(e)                                                    [ ]

--------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

--------------------------------------------------------------------------------
7   SOLE VOTING POWER                           
NUMBER OF                                                                   

   SHARES      -----------------------------------------------------------------
8   SHARED VOTING POWER                         
BENEFICIALLY                                                                    
3,671,775*                              
OWNED BY EACH  -----------------------------------------------------------------
9   SOLE DISPOSITIVE POWER                      
REPORTING                                                                   

   PERSON      -----------------------------------------------------------------
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
2,089,259*                              
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

3,671,775*                                                            
--------------------------------------------------------------------------------
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                         
     CERTAIN SHARES (See Instructions)                                       [ ]

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

36.34%**                                                              
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)                                

IN                                                                    
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CUSIP NO. 92653W 30 4                                                           
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1   NAMES OF REPORTING PERSONS.                                                 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).            

L ENTERTAINMENT INVESTORS, INC.                                         
--------------------------------------------------------------------------------
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)         
(a) [ ]                                                                 

(b) [ ]                                                                 

--------------------------------------------------------------------------------
3   SEC USE ONLY                                                                

--------------------------------------------------------------------------------
4   SOURCE OF FUNDS (See Instructions)                                          

WC                                                                        
--------------------------------------------------------------------------------
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT               
    TO ITEMS 2(d) OR 2(e)                                                    [ ]

--------------------------------------------------------------------------------
6   CITIZENSHIP OR PLACE OF ORGANIZATION                                        

DELAWARE                                                                
--------------------------------------------------------------------------------
7   SOLE VOTING POWER                           
NUMBER OF                                                                   

   SHARES      -----------------------------------------------------------------
8   SHARED VOTING POWER                         
BENEFICIALLY                                                                    
3,671,775*                              
OWNED BY EACH  -----------------------------------------------------------------
9   SOLE DISPOSITIVE POWER                      
REPORTING                                                                   

   PERSON      -----------------------------------------------------------------
10   SHARED DISPOSITIVE POWER                     
WITH                                                                    
2,089,259*                              
--------------------------------------------------------------------------------
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON               

3,671,775*                                                            
--------------------------------------------------------------------------------
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES                         
     CERTAIN SHARES (See Instructions)                                       [ ]

--------------------------------------------------------------------------------
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                         

36.34%**                                                              
--------------------------------------------------------------------------------
14   TYPE OF REPORTING PERSON (See Instructions)                                

CO                                                                    
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 Key

* The 3,671,775 shares of Common Stock of the Company beneficially owned by the 
Reporting Persons are owned as follows: L Entertainment Investors, Inc. ("L     
Entertainment"), a Delaware corporation, substantially all of the stock of which
is currently owned by Stuart Lazar, owns 125,762 shares of Common Stock of the  
Company. Stuart Lazar, an individual ("Lazar"), owns 40,000 shares of Common    
Stock of the Company.                                                           

          On April 11, 2003, Ingram Entertainment Inc. and Ingram Capital Inc.
entered into a Stock Option Agreement (the "Stock Option Agreement") with Lazar 
whereby Ingram Entertainment and Ingram Capital sold Lazar options to purchase  
(the "Options") all of the shares of Common Stock of the Company owned by them  
(the "Option Shares") for an exercise price of $0.25 per share until April 11,  
2007. Currently, Ingram Entertainment owns 1,865,689, and Ingram Capital owns   
57,818 shares of Common Stock of the Company. In connection with the purchase of
the Options, both Ingram Entertainment and Ingram Capital executed a Proxy and  
Power of Attorney granting Lazar a proxy to vote the Option Shares on any matter
upon which the Option Shares may be voted and in such manner as Lazar, in his   
sole discretion, shall determine. Such proxy is irrevocable until April 11,     
2007. The foregoing summary is qualified in its entirety by reference to the    
Stock Option Agreement and the Form of Proxy and Power of Attorney which were   
filed as Exhibits 2 and 3 to the Schedule 13D filed by Lazar and L Entertainment
on April 21, 2003, which are specifically incorporated herein by reference.     

      On June 20, 2003, Lazar and L Entertainment entered into a Stock
Option Agreement (the "Denari Stock Option Agreement") with Timothy J. Denari   
("Denari"), whereby Lazar and L Entertainment sold Denari options (the "Denari  
Options") to purchase the Common Stock of the Company owned by them for an      
exercise price of $0.50 per share until the termination of the Denari Options on
June 20, 2004. The purchase price paid for the Denari Option was $60,000. In    
connection with the purchase of the Denari Options, Lazar and L Entertainment   
agreed to vote the shares of Company Common Stock owned by them in favor of a   
sale of substantially all of the Company's assets. The foregoing summary is     
qualified in its entirety by reference to the Denari Stock Option Agreement     
which was filed as Exhibit 2 to the Schedule 13D filed by Lazar and L           
Entertainment on June 20, 2003, which is specifically incorporated herein by    
reference.                                                                      

         Finally, on September 24, 2003, Lazar entered into proxy agreements
with Richard Johnston, Rentrak Corporation, Mortco Inc. (an affiliate of Rentrak
Corporation) and Fireman's Fund Insurance Company (each of Richard Johnston,    
Rentrak Corporation, Mortco Inc. and Fireman's Fund Insurance Company are       
referred to herein as a "Grantor"). Each of these proxy agreements gives Lazar a
proxy to vote the shares of Common Stock of the Company owned by the Grantor on 
any matter upon which the shares may be voted and in such manner as Lazar, in   
his sole discretion, shall determine. Richard Johnston currently owns 425       
shares, Rentrak Corporation currently owns 1,386,180 shares, Mortco Inc.        
currently owns 124,411 shares, and Fireman's Fund Insurance Company currently   
owns 71,500 shares.                                                             

** Based upon 10,102,520 shares of common stock outstanding, as reported by the 
Company in its recent public filings.                                           

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Item 1.  Security and Issuer                                                    

 The name of the subject company is Video City, Inc., a Delaware
corporation (the "Company"), and the address of its principal executive offices 
is 4800 Easton Avenue, Suite 108, Bakersfield, California 93303. The class of   
equity securities to which this Schedule 13D relates is the common stock, $0.01 
par value per share (the "Common Stock"), of the Company.                       

Item 2.  Identity and Background                                                

         (a) This statement is being filed by Stuart Lazar, an individual, and L
Entertainment Investors, Inc., a Delaware corporation, substantially all of the 
stock of which is owned by Stuart Lazar.                                        

     (b) Stuart Lazar resides at 2036 Highsplint Drive, Rochester Hills,
Michigan 48307. L Entertainment has its principal office at 2036 Highsplint     
Drive, Rochester Hills, Michigan 48307.                                         

  (c) Stuart Lazar's principal occupation is as a professor and an
attorney. Stuart Lazar teaches at Thomas M. Cooley Law School, Rochester/Oakland
University Campus, 472 O'Dowd Hall, Rochester, Michigan 48309.                  

       (d)-(e) None of the Reporting Persons has, and the executive officers
and directors of such Reporting Persons have not, during the last five years,   
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or been party to a civil proceeding of a judicial or              
administrative body of competent jurisdiction and as a result of such           
proceedings was or is subject to a judgment, decree or final order enjoining    
future violations of, or prohibiting or mandating activities subject to, federal
or state securities laws or finding any violation with respect to such laws.    

      (f) Stuart Lazar is a United States citizen and L Entertainment is a
Delaware corporation.                                                           

Item 3.  Source and Amount of Funds or Other Consideration                      

       The Options owned by Stuart Lazar were purchased with personal funds.

       Of the Common Stock owned by L Entertainment, 19,755 were issued to L
Entertainment pursuant to the Plan of Reorganization of Video City, Inc. and its
Affiliated Debtors and Debtors in Possession (collectively, the "Debtors") under
Chapter 11 of the Bankruptcy Code (the "Plan"), approved by the U.S. Bankruptcy 
Court of the Central District of California, on account of the common stock of  
the Company and unsecured claims held by L Entertainment against the Company in 
that proceeding. Both the common stock and the claims held by L Entertainment   
prior to the bankruptcy were acquired with working capital. The remaining shares
of Common Stock held by L Entertainment were purchased with working capital. The
shares of Common Stock held by Stuart Lazar, as well as the Option, were        
purchased with personal funds.                                                  

Item 4.  Purpose of Transaction                                                 

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      The Reporting Persons purchased the shares of Company's common stock
based on the Reporting Persons' belief that the shares at current market prices 
are undervalued and represent an attractive investment opportunity. The         
Reporting Persons purchased the Company's Common Stock and the Options with the 
intent of working with the current stockholders and management of the Company,  
where possible, in order to realize benefit from that unrecognized value.       
Although the Reporting Persons purchased the Options from Ingram Entertainment  
and Ingram Capital, it is believed that Ingram Entertainment and Ingram Capital 
hold the Option Stock for investment purposes.                                  

        After many discussions with the Company's management, on June 9, 2003,
Lazar sent the Company a proposal (the "Lazar Proposal") that offered the       
Company additional capital in exchange for a replacement of the Company's       
existing board of directors. Following what Lazar deemed as a "dismissal" of the
Lazar Proposal, Lazar decided to limit his risk with respect to his investment  
in the Company by selling, along with L Entertainment, the Denari Options. The  
sale of the Denari Options has allowed Lazar and L Entertainment to make future 
investments, both in the Company and in other areas.                            

      While Lazar and L Entertainment have limited the potential gain that
they may experience through their investment in the Company, both Lazar and L   
Entertainment continue to have a significant investment in the Company. Lazar   
and L Entertainment now believe that the best strategy for the Company is to    
sell its existing business, and invest the proceeds in related or unrelated     
businesses. Lazar and L Entertainment also believe that a new management team   
should be brought in to lead the Company through the sale of its assets, and the
creation of such new businesses. As a result, while the Reporting Persons filing
this Schedule 13D/A have no specific plans or proposal with respect to the      
Company, in maximizing the value of the Company, the Reporting Persons may      
propose any or all of the following: (a) the acquisition or disposition by any  
person of securities of the Company, (b) an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Company or any of
its subsidiaries, (c) a sale or transfer of a material amount of the assets of  
the Company or any of its subsidiaries, (d) a change in the present board of    
directors or management of the Company, (e) a material change in the present    
capitalization or dividend policy of the Company, (f) a material change in the  
Company's business or corporate structure, (g) a change to the Company's        
articles of incorporation, by-laws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any       
person, (h) causing the Common Stock to be delisted from a national securities  
exchange or to cease to be authorized to be quoted in an interdealer quotation  
system of a registered national securities association, (i) becoming eligible   
for termination of registration pursuant to Section 12(g)(4) of the Exchange    
Act, or (j) any action similar to any of those enumerated above.                

         Lazar and L Entertainment expect to propose a new slate of directors at
the next meeting of stockholders, and may take any legal action necessary       
against the Company, its directors and officers, its legal and financial        
advisers and certain investors in the Company in order to maximize stockholder  
value.                                                                          

Item 5.  Interest in Securities of the Issuer                                   

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       (a) The aggregate percentage of shares of Common Stock reported owned
by the Reporting Persons is based upon 10,102,520 shares outstanding, which is  
the total number of shares of common stock outstanding as reported in the       
Company's Annual Report on Form 10-K/A for the fiscal year ended January 31,    
2003, filed with the Securities and Exchange Commission on September 8, 2003.   

      (b) As of the close of business on September 24, 2003, the Reporting
Persons beneficially owned 3,671,778 shares of Common Stock, constituting       
approximately 36.34% of the shares outstanding. The Reporting Persons have      
shared voting power with respect to 3,506,026 shares and shared dispositive     
power with respect to 1,923,507 shares subject to the Options.                  

(c) Exhibit 2 describes the shares purchased by Lazar and L   
Entertainment during the past 60 days.                                          

      (d) Except for the rights of Ingram Entertainment and Ingram Capital
with respect to the Option Shares, and Richard Johnston, Rentrak Corporation,   
Mortco Inc. and Fireman's Fund Insurance Company with respect to the Common     
Stock subject to proxies held by Stuart Lazar, no person other than the         
Reporting Persons is known to have the right to receive, or the power to direct 
the receipt of dividends from, or proceeds from the sale of, such shares of     
Company's Common Stock.                                                         

(e) Not applicable.                                           

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer Shareholders' Agreement                                

         On April 11, 2003, Ingram Entertainment and Ingram Capital entered into
a Stock Option Agreement with Lazar whereby Ingram Entertainment and Ingram     
Capital sold Lazar the Options to purchase the Option Shares. The Options give  
Lazar the right to purchase the Option Shares for an exercise price of $0.25 per
share until the termination of the Options on April 11, 2007. The purchase price
paid for the Options was $2,500. In connection with the purchase of the Options,
both Ingram Entertainment and Ingram Capital executed a Proxy and Power of      
Attorney granting Lazar a proxy to vote the Option Shares on any matter upon    
which the Option Shares may be voted and in such manner as Lazar, in his sole   
discretion, shall determine. Such proxy is irrevocable until April 11, 2007.    

           In addition, on June 20, 2003, Lazar and L Entertainment entered into
a Stock Option Agreement (the "Denari Stock Option Agreement") with Timothy J.  
Denari ("Denari"), whereby Lazar and L Entertainment sold Denari options (the   
"Denari Options") to purchase the Common Stock of the Company owned by them for 
an exercise price of $0.50 per share until the termination of the Denari Options
on June 20, 2004. The purchase price paid for the Denari Option was $60,000. In 
connection with the purchase of the Denari Options, Lazar and L Entertainment   
agreed to vote the shares of Company Common Stock owned by them in favor of a   
sale of substantially all of the Company's assets.                              

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         Finally, on September 24, 2003, Lazar entered into proxy agreements
with Richard Johnston, Rentrak Corporation, Mortco Inc. (an affiliate of Rentrak
Corporation) and Fireman's Fund Insurance Company (each of Richard Johnston,    
Rentrak Corporation, Mortco Inc. and Fireman's Fund Insurance Company are       
referred to herein as a "Grantor"). Each of these proxy agreements gives Lazar a
proxy to vote the shares of Common Stock of the Company owned by the Grantor on 
any matter upon which the shares may be voted and in such manner as Lazar, in   
his sole discretion, shall determine. Richard Johnston currently owns 425       
shares, Rentrak Corporation currently owns 1,386,180 shares, Mortco Inc.        
currently owns 124,411 shares, and Fireman's Fund Insurance Company currently   
owns 71,500 shares.                                                             

Item 7.  Material to be filed as Exhibits                                       

Exhibit 1.  Joint Filing Agreement dated as of September 25, 2003 between Stuart
Lazar and L Entertainment Investors, Inc.                                       

Exhibit 2.  Shares Purchased Within the Last 60 Days.                           

Exhibit 3.  Proxy from Rentrak Corporation.                                     

Exhibit 4.  Proxy from Mortco Inc.                                              

Exhibit 5.  Proxy from Fireman's Fund Insurance Company.                        

Exhibit 6.  Proxy from Richard Johnston.                                        

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SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify  
that the information set forth in this Statement is true, complete and correct. 

Date: September 25, 2003                                                        

By: /s/ Stuart Lazar
--------------------

 L ENTERTAINMENT INVESTORS, INC.

By: /s/ Stuart Lazar
--------------------

Name:  Stuart Lazar 
    Title: President and CEO

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                                                                       EXHIBIT 1

In accordance with Rule 13d-1(k) promulgated under the Securities Exchange Act  
of 1934, the undersigned agree to the joint filing of a Statement on Schedule   
13D (including any and all amendments thereto) with respect to the shares of    
Common Stock, $0.01 par value, of Video City, Inc., and further agrees that this
Joint Filing Agreement be included as an Exhibit thereto. In addition, each     
party to this Agreement expressly authorizes each other party to this Agreement 
to file on its behalf any and all amendments to such Statement.                 

Date: September 25, 2003                                                        

By: /s/ Stuart Lazar
--------------------

 L ENTERTAINMENT INVESTORS, INC.

By: /s/ Stuart Lazar
--------------------

Name:  Stuart Lazar 
    Title: President and CEO

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                                                                       EXHIBIT 2

 Shares of Common Stock Purchased Within 60 Days

 Purchaser         Date       Number of Shares    Purchase Price
 ---------         ----       ----------------    --------------
    L Entertainment   9/8/03     45,000              $0.04-$0.06/share
L Entertainment   9/10/03    10,000              $0.06/share  
    L Entertainment   9/15/03    20,000              $0.06-$0.08/share

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                                                                       EXHIBIT 3

 PROXY AND POWER OF ATTORNEY

The undersigned stockholder of VIDEO CITY, INC., a Delaware corporation (the    
"COMPANY"), hereby irrevocably appoints STUART LAZAR (the "PROXY"), the attorney
and proxy of the undersigned, with full power of substitution, to act and vote  
in such manner as such attorney and proxy or his substitute shall in his sole   
discretion deem proper, and otherwise to act with respect to the 1,386,180      
shares of Common Stock, par value $0.01 per share of the Company (the "COMMON   
STOCK") which are owned of record by the undersigned, and with respect to any   
other shares of the Company's Common Stock hereafter acquired by the            
undersigned, including any capital stock of the Company, its successors or      
assigns or subsidiaries or affiliated companies acquired or merged with by      
operation of law, such as by merger, or consolidation or spin-off; or by reason 
of any stock split, reclassification, share exchange or other reconstitution of 
the outstanding capital stock of the Company (all of which shares, however      
acquired, are herein referred to as the "VOTING SHARES"). The attorney and proxy
so appointed and designated is specifically granted the rights and              
authorizations:                                                                 

(a) To attend any and all meetings of the stockholders of the Company in the    
name, place and stead of the undersigned with respect to any or all of the      
Voting Shares, including the right to present such shares to be counted as      
attending the meeting by proxy for purposes of establishing a quorum, or the    
right to withhold the Voting Shares in whole or in part from attendance at any  
such meeting;                                                                   

(b) To cast such votes at any meeting of the stockholders and any adjournment   
thereof as shall be entitled to be cast by the holders of the Voting Shares in  
such manner as the Proxy shall, in its sole discretion, determine, or to        
withhold the Voting Shares in whole or in part from voting at any time or for   
any reason;                                                                     

(c) To execute any documents required or advisable, in the sole discretion of   
the Proxy, to be executed by the holder of the Voting Shares, including the call
of any special meeting of the stockholders, waiver of notice of any meeting of  
the stockholders, written consent of stockholders, whether unanimous or         
otherwise, ballots, attendance records, stockholder agreements, voting          
agreements, or any other similar documents; and                                 

(d) To do any or all of the foregoing on behalf of the holder of the Voting     
Shares to the same effect as if such holder had taken such actions directly,    
notwithstanding any actual or alleged conflict of interest on the part of any   
holder of the Voting Shares. As used herein, the "holder of the Voting Shares"  
shall mean the record or beneficial holder of such shares, as the case may be,  
or any other person, in each case, who or which is the person entitled or       
permitted to exercise the voting rights or other stockholder rights as described
above, with respect to the Voting Shares above.                                 

                                   RENTRAK CORPORATION

Dated:  September 24, 2003                                                      

                                              ------------------------------

                   By:

                      Title:

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                                                                       EXHIBIT 4

 PROXY AND POWER OF ATTORNEY

The undersigned stockholder of VIDEO CITY, INC., a Delaware corporation (the    
"COMPANY"), hereby irrevocably appoints STUART LAZAR (the "PROXY"), the attorney
and proxy of the undersigned, with full power of substitution, to act and vote  
in such manner as such attorney and proxy or his substitute shall in his sole   
discretion deem proper, and otherwise to act with respect to the 124,411 shares 
of Common Stock, par value $0.01 per share of the Company (the "COMMON STOCK")  
which are owned of record by the undersigned, and with respect to any other     
shares of the Company's Common Stock hereafter acquired by the undersigned,     
including any capital stock of the Company, its successors or assigns or        
subsidiaries or affiliated companies acquired or merged with by operation of    
law, such as by merger, or consolidation or spin-off; or by reason of any stock 
split, reclassification, share exchange or other reconstitution of the          
outstanding capital stock of the Company (all of which shares, however acquired,
are herein referred to as the "VOTING SHARES"). The attorney and proxy so       
appointed and designated is specifically granted the rights and authorizations: 

(a) To attend any and all meetings of the stockholders of the Company in the    
name, place and stead of the undersigned with respect to any or all of the      
Voting Shares, including the right to present such shares to be counted as      
attending the meeting by proxy for purposes of establishing a quorum, or the    
right to withhold the Voting Shares in whole or in part from attendance at any  
such meeting;                                                                   

(b) To cast such votes at any meeting of the stockholders and any adjournment   
thereof as shall be entitled to be cast by the holders of the Voting Shares in  
such manner as the Proxy shall, in its sole discretion, determine, or to        
withhold the Voting Shares in whole or in part from voting at any time or for   
any reason;                                                                     

(c) To execute any documents required or advisable, in the sole discretion of   
the Proxy, to be executed by the holder of the Voting Shares, including the call
of any special meeting of the stockholders, waiver of notice of any meeting of  
the stockholders, written consent of stockholders, whether unanimous or         
otherwise, ballots, attendance records, stockholder agreements, voting          
agreements, or any other similar documents; and                                 

(d) To do any or all of the foregoing on behalf of the holder of the Voting     
Shares to the same effect as if such holder had taken such actions directly,    
notwithstanding any actual or alleged conflict of interest on the part of any   
holder of the Voting Shares. As used herein, the "holder of the Voting Shares"  
shall mean the record or beneficial holder of such shares, as the case may be,  
or any other person, in each case, who or which is the person entitled or       
permitted to exercise the voting rights or other stockholder rights as described
above, with respect to the Voting Shares above.                                 

                           MORTCO INC.

Dated:   September 24, 2003                                                     

                                              ------------------------------

                   By:

                      Title:

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                                                                       EXHIBIT 5

 PROXY AND POWER OF ATTORNEY

The undersigned stockholder of VIDEO CITY, INC., a Delaware corporation (the    
"COMPANY"), hereby irrevocably appoints STUART LAZAR (the "PROXY"), the attorney
and proxy of the undersigned, with full power of substitution, to act and vote  
in such manner as such attorney and proxy or his substitute shall in his sole   
discretion deem proper, and otherwise to act with respect to the 71,500 shares  
of Common Stock, par value $0.01 per share of the Company (the "COMMON STOCK")  
which are owned of record by the undersigned, and with respect to any other     
shares of the Company's Common Stock hereafter acquired by the undersigned,     
including any capital stock of the Company, its successors or assigns or        
subsidiaries or affiliated companies acquired or merged with by operation of    
law, such as by merger, or consolidation or spin-off; or by reason of any stock 
split, reclassification, share exchange or other reconstitution of the          
outstanding capital stock of the Company (all of which shares, however acquired,
are herein referred to as the "VOTING SHARES"). The attorney and proxy so       
appointed and designated is specifically granted the rights and authorizations: 

(a) To attend any and all meetings of the stockholders of the Company in the    
name, place and stead of the undersigned with respect to any or all of the      
Voting Shares, including the right to present such shares to be counted as      
attending the meeting by proxy for purposes of establishing a quorum, or the    
right to withhold the Voting Shares in whole or in part from attendance at any  
such meeting;                                                                   

(b) To cast such votes at any meeting of the stockholders and any adjournment   
thereof as shall be entitled to be cast by the holders of the Voting Shares in  
such manner as the Proxy shall, in its sole discretion, determine, or to        
withhold the Voting Shares in whole or in part from voting at any time or for   
any reason;                                                                     

(c) To execute any documents required or advisable, in the sole discretion of   
the Proxy, to be executed by the holder of the Voting Shares, including the call
of any special meeting of the stockholders, waiver of notice of any meeting of  
the stockholders, written consent of stockholders, whether unanimous or         
otherwise, ballots, attendance records, stockholder agreements, voting          
agreements, or any other similar documents; and                                 

(d) To do any or all of the foregoing on behalf of the holder of the Voting     
Shares to the same effect as if such holder had taken such actions directly,    
notwithstanding any actual or alleged conflict of interest on the part of any   
holder of the Voting Shares. As used herein, the "holder of the Voting Shares"  
shall mean the record or beneficial holder of such shares, as the case may be,  
or any other person, in each case, who or which is the person entitled or       
permitted to exercise the voting rights or other stockholder rights as described
above, with respect to the Voting Shares above.                                 

In accordance with Section 212 of the Delaware General Corporation Law, this    
proxy shall be irrevocable by the undersigned prior to April 11, 2007, and may  
be revoked by the undersigned at any time after such date.                      

                                FIREMAN'S FUND INSURANCE CO.

Dated:   September 24, 2003                                                     

                                  ------------------------------

       By:

          Title:

SC 13D/A
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                                                                       EXHIBIT 6

 PROXY AND POWER OF ATTORNEY

The undersigned stockholder of VIDEO CITY, INC., a Delaware corporation (the    
"COMPANY"), hereby irrevocably appoints STUART LAZAR (the "PROXY"), the attorney
and proxy of the undersigned, with full power of substitution, to act and vote  
in such manner as such attorney and proxy or his substitute shall in his sole   
discretion deem proper, and otherwise to act with respect to the 425 shares of  
Common Stock, par value $0.01 per share of the Company (the "COMMON STOCK")     
which are owned of record by the undersigned, and with respect to any other     
shares of the Company's Common Stock hereafter acquired by the undersigned,     
including any capital stock of the Company, its successors or assigns or        
subsidiaries or affiliated companies acquired or merged with by operation of    
law, such as by merger, or consolidation or spin-off; or by reason of any stock 
split, reclassification, share exchange or other reconstitution of the          
outstanding capital stock of the Company (all of which shares, however acquired,
are herein referred to as the "VOTING SHARES"). The attorney and proxy so       
appointed and designated is specifically granted the rights and authorizations: 

(a) To attend any and all meetings of the stockholders of the Company in the    
name, place and stead of the undersigned with respect to any or all of the      
Voting Shares, including the right to present such shares to be counted as      
attending the meeting by proxy for purposes of establishing a quorum, or the    
right to withhold the Voting Shares in whole or in part from attendance at any  
such meeting;                                                                   

(b) To cast such votes at any meeting of the stockholders and any adjournment   
thereof as shall be entitled to be cast by the holders of the Voting Shares in  
such manner as the Proxy shall, in its sole discretion, determine, or to        
withhold the Voting Shares in whole or in part from voting at any time or for   
any reason;                                                                     

(c) To execute any documents required or advisable, in the sole discretion of   
the Proxy, to be executed by the holder of the Voting Shares, including the call
of any special meeting of the stockholders, waiver of notice of any meeting of  
the stockholders, written consent of stockholders, whether unanimous or         
otherwise, ballots, attendance records, stockholder agreements, voting          
agreements, or any other similar documents; and                                 

(d) To do any or all of the foregoing on behalf of the holder of the Voting     
Shares to the same effect as if such holder had taken such actions directly,    
notwithstanding any actual or alleged conflict of interest on the part of any   
holder of the Voting Shares. As used herein, the "holder of the Voting Shares"  
shall mean the record or beneficial holder of such shares, as the case may be,  
or any other person, in each case, who or which is the person entitled or       
permitted to exercise the voting rights or other stockholder rights as described
above, with respect to the Voting Shares above.                                 

In accordance with Section 212 of the Delaware General Corporation Law, this    
proxy shall be irrevocable by the undersigned prior to April 11, 2007, and may  
be revoked by the undersigned at any time after such date.                      

Dated:  September 24, 2003                                                      

                                     -----------------------------

                                    By:      Richard S. Johnston

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D/A’ Filing		Date		First		Last			Other Filings
		4/11/07		4		15
		12/31/05		1
		6/20/04		4		7
Filed on:		9/25/03		8		10
		9/24/03		1		15
		9/8/03		7					10-K/A,  ARS,  DEFM14A
		6/20/03		4		7			3,  PRE 14A
		6/9/03		6
		4/21/03		4					SC 13D,  SC 13D/A
		4/11/03		4		7
		1/31/03		7					10-K,  10-K/A,  ARS,  NT 10-K,  NTN 10Q
									List all Filings